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Comments Received from Market Participants in Response to the Review of the TSE Cash Equity
Market Structure (Additional Material)
May 2019
Note: TSE hereby certifies that to the best of its knowledge, the foregoing is a fair and accurate English translation of a document originally written in Japanese. In the event of any inconsistency between the original Japanese document and this reference English translation, the original Japanese document will prevail.
(Referential translation)
© 2019 Tokyo Stock Exchange, Inc.
The market structure (i.e. the 4 market segments), has been kept unchanged since the TSE-OSE cash equity market integration in 2013
2
Current Market Structure
The 1st Section (2,141)
For companies with high liquidity
Note: number in () shows the # of listed companies in each section as of April 2019
Standard (678)
Growth (37)
Private companies (unlisted)
Mothers(286)
For emerging companies
The 2nd Section (492)
For established companies
For various companies (Established/Emerging
Companies)
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding market segment a. Roles and functions of the current market divisions are overlapping and confusing.
Number of IPOs
1st Section 2nd Section Mothers JASDAQ Standard(Growth) Total 2003 5 12 31 62 117 2004 8 14 55 71 164 2005 7 11 36 65 141 2006 13 16 40 56 162 2007 5 7 22 49 108 2008 2 5 12 19 47 2009 1 5 4 8 19 2010 4 2 6 10 22 2011 2 7 11 16 36 2012 2 5 23 14 44 2013 6 6 29 12(0) 53 2014 10 10 44 11(0) 75 2015 8 9 61 11(0) 89 2016 8 5 54 14(0) 81 2017 11 8 49 18(0) 86 2018 7 5 63 14(0) 89
※ Compiled by TSE (unless otherwise noted, the same applies to all information in this presentation) 3
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding market segment a. Roles and functions of the current market divisions are overlapping and confusing.
Since the integration of the cash equity markets, many companies have listed on Mothers, and the 2nd Section
JASDAQ have continued to have some IPOs (No listings on JASDAQ Growth
after market integration)
Market Segment/ Number of years of
business 2nd Section
JASDAQ Standard
Mothers
Less than 5 yrs. 17% 7% 11%
5 yrs.~10 yrs. 5% 9% 32%
10 yrs.~15 yrs. 5% 22% 34%
15 yrs.~20 yrs. 2% 11% 13%
More than 20 yrs. 71% 51% 10%
(Average) 37 yrs. 24 yrs. 11 yrs.
(Medium) 38 yrs. 20 yrs. 11 yrs.
Number of years of business operation at the time of IPO (※1)(※2)
※1 After market integration in 2013 until Feb of 2019 ※2 Based on the date of establishment of the company on the record
4
Number of Years in Business at the Time of IPO
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding market segment a. Roles and functions of the current market divisions are overlapping and confusing.
Listing Requirement for Emerging Companies (Comparison with other markets)
Mothers NASDAQ(Capital) HKEX(GEM) SGX (Catalyst)
shareholders 200 300 100 200
Tradable
shares
#:2,000 units
Market Cap.:0.5 bil.
Ratio:25%(※)
Common:# 1 mil. shares
① Tradable shares Market Cap. $1.5 mil. &
Shareholder equity $5bil. & business continuity 2yrs
OR
② Tradable shares Market Cap. $1.5 mil. &
Shareholder equity $4 mil.& Market Cap. $ 50 mil.
OR
③ Trasable shares Market cap. $ 5 mil. & Shareholder
equity 4 mil. & profit amount $ 0.75 mil. for the recent 1 yrs or 2 yrs of the
recent 3 years
Marekt Cap:30 mil.HK$
Ratio:25% (basic) Ratio:15%
Shareholder equity
ー - ー
Market Cap. 1 bil.
① Market Cap. 0.1 bil.HK$ OR
② cash flow recent 2 yrs 20 mil. HK$
ー
ー
Profit amount or
Market Cap.
ー
# of years of
business operation
1 year 2 yrs ー
Public offering
500 Units ー ー ー
Other No False
Statements etc. Share price:$4, # MM:3
Recent 2 yrs, same management and recent 1 yr, no change in ownership
Sponsor
5
From websites of respective stock exchanges
(※)TSE Listing Rule “Definition of Tradable Shares “Securities Listing Regulations Art.2 (96) Tradable shares means shares excluding shares as prescribed by the Enforcement Rules as securities held by entities who individually hold 10% or more of the total number of such security, out of the securities pertaining to an initial listing application for or listed securities or any other securities, the circulation of which is poor (※e.g. person with special interest, such as directors, and issuer).
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies b. Companies to be listed on the market.
05
101520253035404550556065707580859095
100
0 50 100 150 200 250
6
Capital Raised by Listed Companies (Mothers)
Average amount of capital raised at IPO on Mothers is about 0.5 bil. JPY
Number of companies
Amount of capital raised(0.1 bil. JPY)
Amount of capital raised at each IPO on Mothers
※ IPOs on Mothers from market integration in 2013 until end of 2018
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies b. Companies to be listed on the market
※ 33 Sectors, numbers as of April 2019
Industry Sectors of Listed Companies (Mothers)
About 67% of the companies listed on Mothers are in the Information/Technology sector or the Service sector
7
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
【Other sectors(total # of companies 23)】
Other Financing Business, Whole Sale Trade: 4 each
Insurance: 3
Other Products, Machinery, Metal Products: 2 each
Foods, Precision Instruments, Warehousing and Harbor Transportation Service, Electric Power and Gas, Electric Appliances, Nonferrous Metals: 1 each
Mothers (# of companies 226)
JASDAQ (# of companies 57)
【Other sectors (total # of companies 8)】
Iron and Steel、 Precision Instruments、Foods、Securities and Commodities Futures、Chemicals、Pharmaceutical、Other Financing 1 each
8
Information/T
echnology, 14
Service, 9
Real
Estate, 8
Other
Products, 6
Wholesale
trade, 4
Retail Trade, 3
Electric
Appliances, 2
Construction,
2
Machinery, 2 精密機器, 1
食料品, 1 証券、商品先物
取引業, 1
化学, 1 医薬品, 1 その他金融業, 1
Service, 78
Information/
Technology,
76
Retail Trade, 24
Real Estate, 14
Construction, 6
Pharmaceutical,
5
金属製品, 2
精密機器,
1
非鉄金属, 1
(IPOs in 2015- 2018)
Industry Sectors of Recent IPOs
Many IPOs listed on Mothers and JASDAQ are in the Service or Information/Technology sectors
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
Number of Companies Unprofitable right before IPO
Number of IPOs at TSE (& number of companies that were unprofitable at the time of IPO)
9
In Japan, unprofitable companies account for about 4% of the total IPO companies from 2004 - 2018
(Such as ACSL, Delta-Fly Pharma etc.)
57
37 41
23 13
4 6 12 24
32 45
62 55 49
66 6
11
15 15 21
15 26
29 30
18
15
11 11 9
9
19
17
17 14 14
16
70
42 43
27
26
8 9
29
33
18
17
11
8 13
10
5 0 0 3 1 1 1 1 3 5 6 9
2 6
10 0
20
40
60
80
100
120
140
160
180
2nd Section
1st Section
JASDAQ Standard
Mothers
(Mothers - # of companies, unprofitable right before IPO)
Note:Including Technical listing
社数
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
19
80
19
81
19
82
19
83
19
84
19
85
19
86
19
87
19
88
19
89
19
90
19
91
19
92
19
93
19
94
19
95
19
96
19
97
19
98
19
99
20
00
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
81%
Unprofitable at IPO
Profitable at IPO
10
24%
Ratio of Unprofitable Company IPOs in the U.S.
Tech companies are investment-intensive companies and therefore tend to be unprofitable (ratio increasing every year in the U.S.)
From University of Florida Prof. Jay Ritter IPO data
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
0
100
200
300
400
500
600
700
0
100
200
300
400
500
600
700
800
19
80
19
81
19
82
19
83
19
84
19
85
19
86
19
87
19
88
19
89
19
90
19
91
19
92
19
93
19
94
19
95
19
96
19
97
19
98
19
99
20
00
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
Others Bio Tech Tech Average Capital Raised
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
19
80
19
81
19
82
19
83
19
84
19
85
19
86
19
87
19
88
19
89
19
90
19
91
19
92
19
93
19
94
19
95
19
96
19
97
19
98
19
99
20
00
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17
20
18
Other Biotech Tech
Recent average 20 bil. JPY
Excluding IPO by Visa in 2008
11
IPOs in the U.S.
Number of IPOs in the US and Capital Raised by Tech Company IPOs (from 2013 to 2018) Amount of capital raised
(0.1 bil. JPY)
In the U.S., about 60% of IPOs are tech companies(※), average capital raised is about 20 bil. JPY
(※)Internet related, other technologies (including communications) and Bio Techs Number of companies
Ratio of Tech Companies for New Listings(1980 to 2018)
About 60%
From University of Florida Prof. Jay Ritter IPO data
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
Bio companies that do not meet the financial requirement
Introduced Listing Criteria for Good Quality, High Growth & Innovative Biotechs Requires Meaningful Investment from Sophisticated Investors the exchange determines who is considered a “Sophisticated Investor” (AUM,
investment experience, knowledge, etc.)
the exchange determines what is “Meaningful” (1-5% of total market cap., at least 1.05 bil. JPY)
※Market Cap. under 3 bil. HK$ 5%, 8 bil. HK$ 3%, others 1% ※Other requirements include, progress on the clinical trial (completion of Ph. 1, no objection from
authorities against Ph. 2 and onwards (clinical trial on people), more than 1 yr. of R&D and 2 yrs. of business, high market cap requirement (more than 21 bil. JPY), no change in core business, investment from outside more than 6 months prior to listing
Hong Kong
Life Science companies that do not meet the financial requirement
• In 2009, listing criteria for life science companies was introduced(※) (※)companies that engages in R&D of organic or life phenomenon based on Biology etc.
• Need to have investment from accredited Investors or Institutional investors more than 6 months prior to listing
※Other requirements include more than 3 years of R&D, high market cap (more than 24.3 bil. JPY) etc.
Singa-pore
Recent Rule Changes at Other Exchanges
In Hong Kong and Singapore, exchanges have listing criteria for investment-intensive companies (specifically, for Biotechs)
12 From Hong Kong Stock Exchange and Singapore Stock Exchange
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for start-up companies c. Listing opportunities for investment-intensive companies
Mothers 2nd Section
Number of shareholders
1st Section
Tradable
shares
Number of tradable
shares
Market Cap. Of
Tradable Shares
Ratio of tradable shares
to listed shares
Public offering
Number of years of
business operation
Profit amount or Market Cap.
More than 200 More than 800 More than 2,200
More than 2,000 units
More than 4,000 units
More than
20,000 units More than 5bil.
JPY More than 1bil.
JPY ―
More than 25%
More than 30% More than 35%
More than 500 units
― ―
More than 1 year More than 3 years
― More than 1 bil. JPY
―(※)
Either a. or b. a. More than 0.5 bil. in the last 2 years
b. More than 50 bil. JPY Market Cap & 10 bil. JPY in sales
Item
Market Cap. More than 1 bil. JPY
More than 2 bil. JPY More than 25 bil. JPY
JASDAQ
More than 200
―
More than 0.5 bil. JPY
―
①More than 1,000 units
②More than 10%
―
More than 0.2 bil. JPY
More than 0.1 bil. JPY or market
cap. of 5 bil. JPY
―
Positive
―
Standard Growth
Listing Requirements (Quantitative)
2nd Section and JASDAQ (Standard) listing criteria focus on business track records For tradable shares, market cap. is the only listing criteria on JASDAQ
※Underwriters need to submit a document referring to the company’s business that has high-growth potential
13
Shareholder equity
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for well-established companies d. The appropriateness of listing criteria (liquidity etc.)
Main Markets (1st and 2nd Section)
JASDAQ
Growth
JASDAQ
Standard
A business is operated continuously and a
stable revenue base is present
1. Corporate continuity and profitability
There are no obstacles to continuity of
business activities
1.Business continuity
The company has growth potential
1.Corporate growth potential
A business is carried out fairly and faithfully
2. Soundness of corporate management
Corporate actions which cause market disorder are not expected
2.Reliability of corporate actions
Corporate actions which cause market disorder are not expected
2.Reliability of corporate actions
Corporate governance and internal management system are properly prepared and functioning
3. Effectiveness of corporate governance and internal management
system of an enterprise
Corporate governance and internal management system have been established in accordance with corporate scale and function effectively
3.Establishment of sound corporate governance and
internal management system
Corporate governance and internal management system have been established in accordance with the company’s stage of growth and function effectively
3.Establishment of sound corporate governance and internal management system
in accordance with the stage of growth
The applicant is in a status where disclosure of the corporate information, etc., may be carried out in an appropriate manner
4. Appropriateness of disclosure of corporate information, etc.
The company is capable of appropriately disclosing corporate details, etc.
4. Appropriateness of disclosure of corporate details, etc.
The company is capable of appropriately disclosing corporate details, etc.
4. Appropriateness of disclosure of corporate details, etc.
Mothers
The listing applicant has developed reasonable and suitable business plans, and has developed the operating base necessary for executing such business plans, or there is reasonable expectation
that it will develop such operating base
1.Reasonableness of the business plan
The company is carrying out business in a fair and faithful manner
2. Soundness of Corporate management
Corporate governance and internal management system are developed in accordance with the size, corporate maturity, etc., of the enterprise, and functioning properly
3. Effectiveness of corporate governance and internal management
system of an enterprise
4. Appropriateness of disclosure of corporate information, risk
information, etc.
5.Other matters deemed necessary by TSE from the
viewpoint of the public interest or the protection of investors.
5.Other matters deemed necessary by TSE from the
viewpoint of the public interest or investors protection.
5.Other matters deemed necessary by TSE from the
viewpoint of the public interest or investors protection.
5.Other matters deemed necessary by TSE from the
viewpoint of the public interest or the protection of investors.
Listing Requirements (Eligibility Requirements)
14
4. Appropriateness of disclosure of corporate details, etc.
The company is able to make disclosure of corporate information, risk information etc. in an appropriate manner
Comply or Explain to all Corporate Governance Code
(All 78 principles)
Comply or Explain to Basic Principles of Corporate Governance Code (5 Basic Principles)
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for well-established companies d. The appropriateness of listing criteria (liquidity etc.)
Foreign
Investors
62 %
(+1%)
Retail investors
14 % (-1%) Foreign
Investors
46 %
(+10%)
Retail
Investors
42 %
(-11%)
The 1st Section (mainly Foreign investors)
Mothers (mainly Retail investors)
JASDAQ (mainly Retail investors)
The 2nd Section (Retails/Foreign investors same ratio)
【Daily Average Trading Value】
3,023.4 bil. JPY (+257.4 bil. JPY)
【Daily Average Trading Value】
97.2 bil. JPY (-13.7 bil. JPY)
【Daily Average Trading Value】
44.9 bil. JPY (-6.6 bil. JPY)
【Daily Average Trading Value】
74.4 bil. JPY (+1.8 bil. JPY)
Foreign
Investors
35 %
(+6%)
Retail
Investors
57 %
(-6%)
Foreign
Investors
37 %
(+9%)
Retail
Investors
54 %
(-9%)
Daily Average Trading Value & Types of Investors(2018)
Daily average trading value for the 2nd Section (2018): 40 bil. JPY
15 Daily Average Trading Value (Total of Auction and ToSTNeT market、Domestic shares only) (※)comparison to last year in parenthesis
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of market environment for well-established companies d. The appropriateness of listing criteria (liquidity etc.)
0
100
200
300
400
500
600
700
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019.4
# Companies
Market Capital
Number of listed companies Total Market Cap. (tri. JPY)
1,191 Companies
2,141 Companies
Market Integration
Number of Companies Listed on 1st Section & Total Market Cap.
Number of Listed Companies on the 1st Section Market
IT Bubble Bursts Financial
Crisis
During the past 30 years, 1st Section listed companies have doubled
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
16
Distribution of Market Cap. of Tradable Shares
Market Segment/ Market Cap. Of Tradable
Shares (JPY) 1st Section 2nd Section Mothers
JASDAQ Standard
JASDAQ Growth
Over 1 tri. 117 (6%)
1 (0.2%)
- - -
500bil.-1 tri. 106 (5%)
1 (0.2%)
- - -
100-500 bil. 416
(20%) 4
(1%) 5
(2%) 7
(1%) -
50-100 bil. 317
(15%) 9
(2%) 7
(3%) 8
(1%) -
25-50 bil. 346
(17%) 20
(4%) 15
(6%) 15
(2%) 2
(5%)
10-25 bil. 487
(23%) 93
(18%) 42
(17%) 86
(12%) 6
(15%)
4-10 bil. 237
(11%) 179
(35%) 89
(35%) 217
(31%) 9
(23%)
1-4 bil. 64
(3%) 193
(37%) 88
(35%) 316
(45%) 18
(46%)
Less than 1 bil. - 16
(3%) 6
(2%) 49
(7%) 4
(10%)
Total 2,090 516 252 698 39
17
Top: Number of Companies Bottom: Ratio
※ Data retrieved at the End of April. 2019
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
© 2019 Tokyo Stock Exchange, Inc.
Market Segment/ Ratio Of Tradable
Shares 1st Section 2nd Section Mothers
JASDAQ Standard
JASDAQ Growth
More than 90% 700
(33%) 84
(16%) 22
(9%) 40
(6%) 9
(23%)
70~90% 616
(29%) 164
(32%) 32
(13%) 181
(26%) 9
(23%)
50~70% 468
(22%) 149
(29%) 72
(29%) 243
(35%) 8
(21%)
35~50% 264
(13%) 85
(16%) 68
(27%) 156
(22%) 10
(26%)
20~35% 35
(2%) 30
(6%) 56
(22%) 62
(9%) 2
(5%)
10~20% 5
(0.2%) 4
(1%) 2
(1%) 16
(2%) 1
(3%)
Less than 10% 2
(0.2%) - - - -
Total 2,090 516 252 698 39
18
Distribution of Ratio of Tradable Shares
18
More than
35% to list
directly on the
1st Section
Top: Number of Companies Bottom: Ratio
※ Data retrieved at the End of April. 2019
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
Market Segment/ Market Cap. (JPY)
1st Section 2nd Section Mothers JASDAQ Standard
JASDAQ Growth
Over 1 tri. 134 (6%)
1 (0.2%)
- - -
500bil.-1 tri. 118 (6%)
- 1
(0.3%) 1
(0.1%) -
100-500 bil. 457
(21%) 4
(1%) 7
(2%) 9
(1%) -
50-100 bil. 341
(16%) 9
(2%) 16
(6%) 11
(2%) -
25-50 bil. 372
(17%) 34
(7%) 30
(10%) 33
(5%) 2
(5%)
10-25 bil. 453
(21%) 101
(21%) 75
(26%) 124
(18%) 6
(16%)
4-10 bil. 231
(11%) 184
(37%) 103
(36%) 230
(34%) 13
(35%)
1-4 bil. 35
(2%) 154
(31%) 53
(19%) 255
(38%) 15
(41%)
Less than 1 bil. - 5
(1%) 1
(0.3%) 15
(2%) 1
(3%)
Total 2,141 492 286 678 37
More 25 bil. to list directly
on the 1st Section
19
Distribution of Market Cap.
Top: Number of Companies Bottom: Ratio
※ Data retrieved at the End of April. 2019
More than 1 bil. to
as criteria
for market transfer to the
1sat Section
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
© 2019 Tokyo Stock Exchange, Inc.
Market Segment/ Foreign Investor Ownership Ratio
1st Section 2nd Section Mothers JASDAQ Standard
JASDAQ Growth
More than 90% 2
(0.1%) - -
1 (0.3%)
-
70~90% 4
(0.2%) 2
(0.4%) - -
2 (0.3%)
50~70% 35
(2%) 3
(1%) -
2 (1%)
7 (1%)
35~50% 173 (8%)
7 (1%)
3 (8%)
7 (2%)
7 (1%)
20~35% 497
(23%) 18
(4%) -
16 (6%)
23 (3%)
10~20% 616
(29%) 42
(9%) 2
(5%) 38
(13%) 61
(9%)
5~10% 362
(17%) 63
(13%) 6
(16%) 42
(15%) 76
(11%)
Less than 5% 452
(21%) 357
(73%) 26
(70%) 180
(63%) 502
(74%)
Total 2,141 492 37 286 678
20
Distribution of Foreign Investor Ownership Ratio
20
Top: Number of Companies Bottom: Ratio
※ Data retrieved at the End of April. 2019
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
Status of Nomination/Remuneration Committee Establishment
21
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
Number of Companies
Nomination Committee (Statutory / Optional)
Remuneration Committee (Statutory / Optional)
Number Ratio Number Ratio
1st Section 2,128 918 43.1% 970 45.6%
(+276) (+11.3%) (+265) (+10.7%)
2nd Section 493 75 15.2% 80 16.2%
(+28) (+6.2%) (+26) (+5.9%)
Mothers 275 10 3.6% 20 7.3%
(+3) (+0.8%) (+8) (+2.4%)
JASDAQ 725 22 3.0% 28 3.9%
(+9) (+1.4%) (+11) (+1.7%)
Total 3,621 1,025 28.3% 1,098 30.3%
(+316) (+8.2%) (+310) (+8.1%)
JPX-Nikkei 400 399 281 70.4% 288 72.2%
(+54) (+13.4%) (+49) (+12.1%)
* Based on disclosures on the status of response to the code in corporate governance reports submitted by companies by December 31, 2018. Change from July 2017 indicated in parentheses.
Number of Companies
Companies with two or more Independent Directors
Companies with 1/3 or more Independent Directors
Number Ratio Number Ratio
1st Section 2,099 1,916 91.3% 706 33.6%
(+138) (+3.3%) (+157) (+6.5%)
2nd Section 511 340 66.5% 121 23.7%
(+9) (+3.2%) (+23) (+4.9%)
Mothers 259 106 40.9% 81 31.3%
(+19) (+4.8%) (+12) (+2.6%)
JASDAQ 729 221 30.3% 105 14.4%
(+19) (+3.4%) (+13) (+2.2%)
Total 3,598 2,583 71.8% 1,013 28.2%
(+185) (+4.0%) (+205) (+5.3%)
JPX-Nikkei 400 399 390 97.7% 162 40.6%
(+8) (+1.7%) (+26) (+6.4%)
Appointment of Independent Directors
※ Figures for 2018 are based on the Corporate Governance Reports of listed companies as of July 13, 2018. Change from July 2017 indicated in parentheses.
22
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
Number of
Companies
Directors
Number of Independent Directors Number of Outside Directors
Average Average None 1 2 3 or more
1/3 or more
More than half
Average None 1 2 3 or more
1/3 or more
More than half
1st Section 2,099 9.17 2.46
15 168 1,170 746 706 67
2.68
7 106 1,037 949 877 103
0.7% 8.0% 55.7% 35.5% 33.6% 3.2% 0.3% 5.1% 49.4% 45.2% 41.8% 4.9%
2nd Section 511 7.77 1.82 22 149 261 79 121 11
2.16 5 107 254 145 181 22
4.3% 29.2% 51.1% 15.5% 23.7% 2.2% 1.0% 20.9% 49.7% 28.4% 35.4% 4.3%
Mothers 259 6.08 1.52 30 123 58 48 81 12
1.94 11 99 75 74 124 28
11.6% 47.5% 22.4% 18.5% 31.3% 4.6% 4.2% 38.2% 29.0% 28.6% 47.9% 10.8%
JASDAQ 729 6.88 1.19 164 344 158 63 105 7
1.63 59 330 213 127 190 26
22.5% 47.2% 21.7% 8.6% 14.4% 1.0% 8.1% 45.3% 29.2% 17.4% 26.1% 3.6%
Total 3,598 8.28 2.04
231 784 1,647 936 1,013 97
2.34
82 642 1,579 1,295 1,372 179
6.4% 21.8% 45.8% 26.0% 28.2% 2.7% 2.3% 17.8% 43.9% 36.0% 38.1% 5.0%
JPX-Nikkei 400
399 10.58 3.11
0 9 141 249 162 26
3.28
0 5 124 270 185 31
-% 2.3% 35.3% 62.4% 40.6% 6.5% -% 1.3% 31.1% 67.7% 46.4% 7.8%
Number of Outside/Independent Directors per Company
※ Figures for 2018 are based on the Corporate Governance Reports of listed companies as of July 13, 2018. Change from July 2017 indicated in parentheses.
※ An outside director that is designated by each listed company as an independent director under the TSE listing rules.
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
23
Market Cap. 1st Section Listed
Companies (Total) Financial Report
Corporate Governance
Report Others
(Ref.)Foreign Investor Ratio
(Average)
Total 2,130 583 160 272
16.69% 27.4% 7.5% 12.8%
Over 1 tri. 128 74 63 61
34.06% 57.8% 49.2% 47.7%
500bil.-1 tri. 111 50 27 41
29.68% 45.0% 24.3% 36.9%
100-500 bil. 447 183 53 106
23.69% 40.9% 11.9% 23.7%
50-100 bil. 333 92 9 33
17.80% 27.6% 2.7% 9.9%
25-50 bil. 363 72 8 17
13.44% 19.8% 2.2% 4.7%
10-25 bil. 463 73 0 11
9.47% 15.8% 0.0% 2.4%
4-10 bil. 243 36 0 3
5.90.% 14.8% 0.0% 1.2%
Less than 4 bil. 42 3 0 0
3.17% 7.1% 0.0% 0.0%
24
English Disclosure of the 1st Section Listed Companies
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
Top: Number of Companies Bottom: Ratio
※ Based on the disclosures made on the English material distribution service in 2018
24
25
TSE NASDAQ LSE Deutche Boerse
Euronext NYSE Hong Kong
SGX
Name 1st
Section Global Select Premium Prime
Regulated Market
(Compartment A)
NYSE Main Board
Main Board
Concept ー
The highest initial listing standards of any exchange in the
world
Higher initial listing
standards
For international
investors
Market Cap. More than 10 bil€
Large & Mid Cap.
Companies
For Established Companies
For Established Companies
Number of companies
2,141 1,480 504 307 295 2,419 1,968 493
Junior market
492 (2nd
Section)
856 (Global)
346 (Standard)
147 (General)
225 (Compartment B)
ー ー ー
Market Cap. Medium
(JPY) 48. bil. 126.1 bil. 140.2 bil. 95.9 bil. 468.1 bil. 214.9 bil. 20.8 bil. 10.8 bil.
Market Cap. top 5% average
1.2 tri. 2.5 tri. 3.2 tri. 4.6 tri. 10.0 tri. 5.8 tri. 0.8 tri. 0.51 tri.
Market Cap. bottom 5%
Average 6.2 bil. 8 bil. 5.8 bil. 4.2 bil. 121.1 bil. 11.9 bil. 2.5 bil. 0.74 bil.
Upgrade Request for transfer Automatic ー ー ー
Downgrade Involuntary Request for transfer Automatic ー ー ー
Trading Value
(2018)
740 tri. 1,846 tri. 280 tri. 200 tri. 242 tri. 2,127 tri. 272 tri. 20 tri.
Main Markets of Global Stock Exchanges (Comparing to the 1st Section)
※ End of April 2019 and as of May 6, 2019
Market with Hierarchal Design No Hierarchal Design
Based on each exchanges’ public information
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding current market environment for companies listed on the 1st Sections e. The appropriateness of liquidity and governance structure etc.
26
16 12 23 21 10 24 24 18 24
41 32
26 40 31
33 35 17
34
11 8 7
3
1
9 8
5
3
2010 2011 2012 2013 2014 2015 2016 2017 2018
Others Merger etc Stock consolidation
Number of Delisted Companies & TSE Delisting Rules
Item Main Market Mothers JASDAQ
Shareholders 400 150(※) 150
Tradable Shares 2,000 unit 1,000 unit(※) 500 unit
Tradable Market cap
0.5 bil. JPY 0. 5 bil. JPY(※) 0. 25 bil. JPY
Tradable share ratio
5% 5% -
Sales, Profit - (From 6th yrs. after listing)
If sales is less than 0.1 bil. JPY Negative CF for 5 yrs.
Market Cap 1bil. JPY 0.5bil. JPY(※) -
Share price - Less than 1 % of offering price (for 3 yrs.
after listing) 10 JPY
Trading Volume 10 unit/month or No trade for 3 months -
Insolvency 2 consecutive auditing period
Others False Statement , Inappropriate M&A, etc.
Delisting Criteria
Number of delisting (calendar year)
※10 yrs. after listing the same standard as Main Market
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of exit from the market f. The exit criteria in alignment with market concept.
Green Sheet Issues (Phoenix Segment)
Phoenix Issues
Phoenix Issues Japan Securities Dealers Association operates Phoenix Issues as a
market place for delisted stocks However, after June 2016, there are zero issues registered as
Phoenix Issues
Trading Opportunities for Delisted Stocks
27
Based on JSDA’s public information
Total Number of Issues at the End of Each Year
1. Issues Regarding the Current Market Structure (1)The Concept of Market Segments
Responses regarding the current state of exit from the market f. The exit criteria in alignment with market concept.
© 2019 Tokyo Stock Exchange, Inc.
Section/ Age after listing
1st Section 2nd Section Mothers JASDAQ Standard
JASDAQ Growth
60 – 70 yrs 352
(16%) ー ー ー ー
50 – 60 yrs 317
(15%) 108
(22%) ー
19 (3%)
ー
40 - 50 yrs 137
(6%) 14
(3%) ー
7 (1%)
ー
30 – 40 yrs 193
(9%) 12
(2%) ー
29 (4%)
ー
20 - 30 yrs 349
(16%) 32
(7%) ー
242 (36%)
ー
10 – 20 yrs 457
(21%) 92
(19%) 40
(14%) 304
(45%) 30
(81%)
5 -10 yrs 149
(7%) 139
(28%) 32
(11%) 26
(4%) 7
(19%)
Less than 5 yrs 187
(9%) 95
(19%) 214
(75%) 51
(8%) ー
Total 2,141 492 286 678 37
28 28
Distribution of Company’s Age After Listing on Each Market Segment
Top: Number of Companies Bottom: Ratio
※ Data retrieved at the End of April. 2019
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of growth of corporate value after listing a. Growth of corporate value after listing
162
15 5 3
85
0
50
100
150
200
Less than 2 years 2 - 3 years 3 - 4 years 4 - 5 years More than 5 years
29
74
18
7 4
25
0
20
40
60
80
1年以上2年未満 2年以上3年未満 3年以上4年未満 4年以上5年未満 5年超 Less than 2 years 2 - 3 years 3 - 4 years 4 - 5 years More than 5 years
“Step-up” to the 1st Section
Length of time listed on the 2nd Section before market transfer to the 1st Section
# of Companies
Length of time listed on the Mothers market before transfer to the 1st Section
A total of 128 companies that initially listed on Mothers transferred to the 1st Section after the market integration in 2013 through 2018
A total of 270 companies transferred from the 2nd Section to the 1st Section after the market integration in 2013 through 2018
After listing on Mothers and the 2nd Section, companies step up to the 1st Section happens within less than 2 years
# of Companies
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of step-up b. Listing criteria for step-up
Mothers 10 Year Rule
Market Transfer to 2nd Section
In order to establish Mothers’ market concept as a market for high growth companies, after 10 years, 2 processes commence
Higher delisting criteria(same standard as the 2nd Section) Choose transfer to 2nd Section or continue listing on the Mothers(※)
Continued listing on the Mothers
※ In order to continue listing on the Mothers market, a company needs to explain that it still has high growth potential (except when the company has more than 4 bil. market cap.)
Every 5 years after continued listing on Mothers After 10 yrs.
Initial listing on Mothers
Mothers
(Market Selection by companies listed on Mothers (total #))
Market Selec-tion
After 10 years of listing on Mothers
Less than 10 years
(Ref) Market Transfer less than 10 years from listing
on Mothers
Market Selection to the
2nd Section
Continue listing on Mothers
Delisting Market Transfer to the 1st Section
Market transfer to the 2nd section
# of Companies
61 43 243 11 122 2
(Process after listing on the Mothers for 10 years)
30
Mothers (higher delisting criteria)
Market Transfer to 2nd Section
Continued listing on Mothers
※ As of end of April 2019
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of step-up b. Listing criteria for step-up
From 2nd Section
Transfer from Mothers Transfer from JASDAQ On the basis of trading volume On the basis of market cap.
# Shareholder 2,200
Tradable
Share
# 20,000 unit
Market Cap. 2 bil. JPY 2 bil. JPY 1 bil. JPY 1 bil. JPY
Ratio 35%
Trading Volume 200 unit 200 unit ー ー
Market Cap. 4 bil. 4 bil. 2.5 bil 2.5 bil.
Business continuity ー An applicant has established its Board of Directors and operation for three years or more.
Shareholder Equity JPY 1 bil. or more (it must not be negative on a separate basis)
Amount of profit or Market Cap.
The following a. or b. must be satisfied.
(a) The total amount of profits in the last 2 years shall be at least JPY 0.5 bil. or more;
(b) The value of sales(recent 1 yr) is JPY10 bil. or more and the market cap. at least JPY 50 bil.
False statement or adverse opinion, etc.
• No false statement during the last 5 yrs
• The unqualified opinions or the qualified opinions with exceptions on financial statements,
etc. during the last 5 yrs
• The applicant shall not meet (a) or (b) below:
(a) The internal management report for the business year which ends during the recent 1 yr contains the statement that “assessment results will be refrained
from being expresses.”
(b) The internal management audit report for the business year which ends during the recent 1 yr contains
the statement that “no opinion will be expressed.”
• No false statement during the last 2 yrs
• The unqualified opinions or the qualified opinions with exceptions on financial statements, etc. during the last 2 yrs
• The audit opinion on financial statements, etc. for the business year which ends during the
recent 1 yr represents “unqualified opinion”, in principle
• The applicant shall not meet (a) or (b) below:
(a) The internal management report for the business year which ends during the recent 1 yr contains the statement that “assessment results
will be refrained from being expresses.”
(b) The internal management audit report for the business year which ends during the recent 1 yr contains the statement that “no opinion will be
expressed.”
31
Listing Requirement for Section Transfer (transfer to 1st Section)
※ Other requirements not listed would be applied, please refer to the listing rules for the complete list of requirements
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of step-up c. Inconsistencies of step-up criteria.
32
Listing Requirement for Section Transfer (transfer from 1st Section to the 2nd Section)
Recent Market Transfer
Year Number of Companies Reason
2010 2 Insolvency
2011 2 Insolvency
2012-2014 0 ー
2015 1 Insolvency
2016 1 Insolvency
2017 1 Insolvency
2018 0 -
※Each has a grace period
Item Minimum Standard
Shareholder 2,000(※)
Tradable shares Tradable shares:10,000 unit(※)
Tradable Market Cap:1 bil. JPY(※)
Market Cap. 2 bil. JPY(※)
Insolvency Negative Shareholders’ Equity (1yr.)
Trading Volume 40 unit
Market Transfer Criteria – Minimum Standard of Listing on the 1st Section
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of step-up d. Issues arising from tiered market structure
0.2
0.1
8.1
7.2
11.8
29.5
28.8
1.6
3.6
1.3
2.0
2.0
35.3
20.0
32.3
21.4
21.8
17.0
11.6
23.2
30.9
30.4
38.1
57.7
31.4
16.0
17.0
JASDAQ(736社)
Mothers(249)
2nd Section(515)
1st Section(2,075)
Total(3,575)
Govt. & Local Govt. Financial Institutions(※) Securities Companies Business Corporations Foreigners Individuals
(Shareholder Ratio)(Value)(2017)
Other than the 1st Section, retail investor is the largest shareholder type
33
Shareholder Ratio Per Market Segment
(※)City & Regional Banks, Trust Banks, Life Insurance Companies, Non-life Insurance Companies and Other Financial Institutions
Total value(664 tri. JPY)
Total value(638 tri. JPY)
Total value(9 tri. JPY)
Total value(5 tri. JPY)
Total value(11 tri. JPY)
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies Responses regarding the current state of investors’ market participation
e. Absence of institutional investors who support growth after listing
Listed Companies’ Disclosure (Categories of disclosure)
Listed Companies’ Information Disclosure
34
Market Segment Category
1st Section
2nd Section
Mothers JASDAQ
【based Financial Instruments and Exchange Act】 Securities Report、Quarterly report、
Securities registration statement etc.
○ ○ ○ ○
【based on Companies’ Act】 Business Report、Financial statement etc.
○ ○ ○ ○
【based on Exchange rules】 Timely disclosure(Decided facts、
Occurred facts、Financial report・ Quarterly financial statement
(performance forecast etc/)
○ ○ ○ ○
Corporate Governance Report (Codes to be “Comply or Explain”)
○ (All)
○ (All)
△ (Basic
Principles only)
△ (Basic
Principles only)
Mid-term business rules - - - ○ Growth
Explanation about the investment for the listed companies’ shares
- - ○ ○ Growth
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of information disclosure framework etc. f. Burden of information disclosure etc.
35
Capital Raised After Listing
Not much capital is raised after listing, recently about 1% of total outstanding shares are related to capital raised
※As of the end of 2018 (excluding share split)
(Ref.)Listed shares:330.2 bil. shares (As of the end of 2018)
Public Offering ex. IPO
Subscription warrants and Stock Options Exercised
Mergers Third Party Allotment
Conversion of CB & Preferred Stocks
Increase in the outstanding shares of listed companies
Shareholder Allotment
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of incentive mechanism for growth after step-up. g. Lack of mechanism to incentivize sustainable growth after step-up
36
(Number of years after listing on the 1st Section & Size of Market Cap.)
Number of years after listing on the 1st Section & distribution of Market Cap.
8
6
3
6
2
1
4
5
35
35
29
54
29
10
11
35
28
231
48
36
118
84
36
24
68
39
453
43
21
79
73
33
21
55
47
372
25
25
68
64
47
26
46
40
341
19
20
93
66
45
43
79
92
457
4
5
22
12
10
2
16
47
118
5
7
20
15
10
9
14
54
134
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Less than 5 yrs.
5 - 10 yrs.
10 - 20 yrs.
20 - 30 yrs.
30 - 40 yrs.
40 -50 yrs.
50 -60 yrs.
60 - 70 yrs.
1st Section
1-4 bil. 4-10 bil. 10-25 bil. 25-50 bil. 50-100 bil. 100-500 bil. 500bil.-1 tri. Over 1 tri.
※ As of the End of April. 2019
1. Issues Regarding the Current Market Structure (2)Insufficient Incentives for Sustainable Growth of Listed Companies
Responses regarding the current state of incentive mechanism for growth after step-up. g. Lack of mechanism to incentivize sustainable growth after step-up
Country Japan(※) US Britain Germany China
Main Benchm
ark TOPIX Nikkei 225
Dow Jones
Industrial Average
(DJIA)
S&P 500
FTSE 100
DAX30 Shanghai Composite
# of Constitu
ents 2,141 225 30 500 100 30 1,241
Calculation
Method
Market Cap.
weighted average
Price Average Market Cap. weighted average
Index Universe
All 1st Section listed
Selected from 1st
Section listed
Selected from NYSE&
NASDAQ listed
Selected from LSE Premium
Selected from
Deutsche Boerse Prime
All Shanghai
stock exchange
listed
37
Main Benchmark
(※)Other index, such as JPX Nikkei 400 index (400 companies), MSCI Japan (322 companies) are selected from 1st Section as well as other market segments
1. Isues Regarding the Current Market Structure (3)No Index Currently Functioning Properly as an Investable Index